Solar Foods Oyj, company announcement 2 July 2026 at 09:00 EEST
The Board of Directors of Solar Foods Oyj resolved on a new stock option plan 1/2026 and the issuance of option rights to the company's key personnel
The Board of Directors of Solar Foods Oyj has resolved to approve a new stock option plan 1/2026 for key personnel and has resolved on the issuance of a total of no more than 432,000 option rights without consideration under the stock option plan. The terms and conditions of the stock option plan are appended to this company release. The resolution is based on the authorization granted to the Board of Directors by the Annual General Meeting held on 31 March 2026.
There is a weighty financial reason from the company's perspective for the issuance of the option rights, as the option rights are intended as part of the company's key personnel's commitment and incentive scheme. The target group of the stock option plan includes the company's CEO and the company's Chief Commercial and Product Officer.
Under the stock option plan 1/2026, a total of no more than 432,000 option rights are issued, of which no more than 288,000 are designated with the symbol 1A/2026 and no more than 144,000 with the symbol 1B/2026. One option right entitles the holder to subscribe for one new company share or one treasury share held by the company, and the option rights thus entitle the holders to subscribe for a total of no more than 432,000 new company shares or treasury shares held by the company. The option rights are granted without consideration.
The company has resolved to grant a total of 288,000 1A/2026 option rights without consideration to the company's CEO and 144,000 1B/2026 option rights without consideration to the company's Chief Commercial and Product Officer under the stock option plan 1/2026.
The shares to be subscribed for on the basis of the option rights issued under the stock option plan 1/2026 correspond to a total of no more than 1.4 percent of all shares and votes of the company after possible share subscriptions, if new shares are issued in connection with the subscription. As a result of share subscriptions made with the option rights, the number of the company's shares may increase by a total of no more than 432,000 shares, if new shares are issued in connection with the subscription.
The subscription price for shares to be subscribed for with the option rights is EUR 7.10 per share. The subscription price is intended to engage the recipients of the option rights taking into account the company's current market value and its expected development during the term of the stock option plan.
The subscription price for shares subscribed for with the option rights shall be recorded in the company's reserve for invested unrestricted equity.
The stock option plan includes a four-year vesting period, during which the participants gradually become entitled to subscribe for shares. The vesting period for option rights 1A/2026 commences retroactively on 1 April 2025 and the vesting period for option rights 1B/2026 on 1 March 2026 in order to fulfill the remuneration terms agreed with the option holders at the beginning of their respective service agreements.
The vesting period for option rights 1A/2026 entitles the holder to subscribe for shares over a four-year period on a monthly basis in such way that each month the option holder becomes entitled to subscribe for 1/48 of all shares to be issued on the basis of the option rights.
The vesting period for option rights 1B/2026 entitles the holder to subscribe for shares in such way that the subscription right to 10 percent of all shares to be issued on the basis of the option rights vests on 1 March 2027. Thereafter, the subscription right vests monthly in 1/12 instalments in such way that 20 percent vests during 1 March 2027 - 29 February 2028, 30 percent vests during 1 March 2028 - 28 February 2029 and the remaining 40 percent vests during 1 March 2029 - 28 February 2030 as described in more detail in the terms and conditions of the stock option plan and the stock option agreement.
The subscription period for shares begins on the date on which the stock option plan has been registered with the Trade Register, and shares vested within the vesting period may be subscribed for twice a year, during a period of ten business days commencing on the business day following the publication of the company's financial statements release and half-year report, unless otherwise resolved by the company. The subscription period for option rights 1A/2026 ends on 31 December 2033 and the subscription period for option rights 1B/2026 ends on 31 December 2032.
The theoretical market value of one 1A/2026 option right is approximately 1.86 euros and one 1B/2026 option right approximately 1.85 euros. The total theoretical market value of the option rights is approximately 804,000 euros (of which the total theoretical market value of option rights 1A/2026 is approximately 537,000 euros and 1B/2026 approximately 267,000 euros. The theoretical market value of the option rights has been calculated based on Black-Scholes-Merton option pricing model taking into account the subscription price of the option rights and the following assumptions:
- Share price on the valuation date: EUR 4.68 (closing price of Solar Foods Oyj on Nasdaq First North Growth Market Finland on 30 June 2026)
- Subscription price: €7.10 per share (for both 1A/2026 and 1B/2026 option rights);
- Risk-free interest rate: 3.22% (yield on the Finnish government 10-year benchmark bond on 29 June 2026);
- Dividend yield: 0% (the company does not distribute dividends);
- Volatility: 54.8% annualised;
- Expected duration of the stock option: Option rights 1A/2026 approximately 5.13 years and option rights 1B/2026 approximately 5.09 years (calculated as the average of the end of the vesting period and the end of the exercise period in accordance with paragraph B17 of the Appendix to IFRS 2);
- Valuation date: 30 June 2026.
Subject to certain exceptions, if the employment or service relationship of the holder of an option right with the company terminates, the holder shall forfeit to the company or to a party designated by the company the option rights allocated to the holder, if the share subscription period had not commenced at the time of termination of the employment or service relationship.
The options are not assignable, pledgeable or otherwise transferable to third parties. However, the company's Board of Directors may approve arrangements whereby a participant sells their option rights to Lago Kapital Oy during the term of the stock option plan, in which case Lago Kapital Oy has the right to subscribe for the company's shares during the subscription period under the stock option plan.
Solar Foods Oyj
Further information:
CFO Ilkka Saura, ilkka.saura@solarfoods.com, tel. 010 579 3289
Certified Adviser
DNB Carnegie Investment Bank AB (publ)
About Solar Foods
Solar Foods produces Solein®, a protein created using carbon dioxide and electricity. This innovative production method is independent of weather and climate conditions, eliminating the need for traditional agriculture. Founded in Finland in 2017, Solar Foods is listed on the Nasdaq First North Growth Market Finland. Learn more at solarfoods.com and investors.solarfoods.com.
